ENTERALCALC™ NUTRITIONAL REQUIREMENTS CALCULATOR

SOFTWARE LICENSE AGREEMENT

YOU SHOULD CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS BEFORE USING THE ACCOMPANYING SOFTWARE, THE USE OF WHICH IS LICENSED BY VERNON P. GERMANO, M.S. AND MELVIN M. MACLIN,II, M.D. D.B.A. ENTERALCALC™ ("ENTERALCALC"), TO ITS CUSTOMERS FOR THEIR USE ONLY AS SET FORTH BELOW. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT USE THE SOFTWARE. USING ANY PART OF THE SOFTWARE INDICATES THAT YOU ACCEPT THESE TERMS.

LICENSE: EnteralCalc grants you a nonexclusive license to use the accompanying software program(s) (the "Software") subject to the terms and restrictions set forth in this License Agreement. Except as explicitly set forth below, (i) you are not permitted to lease or rent (except under separate mutually agreeable terms set forth in writing and signed by both parties), distribute or sublicense the Software or to use the Software in a time-sharing arrangement or in any other unauthorized manner; (ii) no license is granted to you in the human readable code of the Software (source code); and (iii) this License Agreement does not grant you any rights to patents, copyrights, trade secrets, trademarks, or any other rights in respect to the Software. The term "Total Number of Registered Users" means a single computer and a single personal digital assistant ("PDA") unless the top of this Agreement states an alternative specific number of computers and or PDA's as a multi-user license.

You may install one copy of the Software onto a hard disk or other storage device for up to the Total Number of Registered Users. You may install one copy of the Software on a single file server for the purpose of downloading and installing the Software onto a hard disk or other storage device of up to the Total Number of Registered Users that are on the same network as the file server. No other network use is permitted.

You may make one backup copy of the Software, provided that your backup copy is not installed or used on any computer.

The Software and any copies that you make are owned by EnteralCalc, and its structure, organization, and code are the valuable trade secrets of EnteralCalc. The Software is protected by United States Copyright Law and International Treaty provisions. Modification, reverse engineering, reverse compiling, or disassembly of the Software is expressly prohibited. You are provided a copy of the Software for the purpose of evaluation for a period of fifteen (15) uses. You may provide copies of the software to other users for their evaluation purposes only. Use of un-registered evaluation copies of EnteralCalc are limited to fifteen (15) uses. Continued use of EnteralCalc after fifteen (15) uses requires registration pursuant to this license agreement. Copies of EnteralCalc may be shared with others provided the method for sharing of the software is use of the EnteralCalc "share this program" feature and that this license is provided in whole to the recipient of the shared copy of the Software. Any copies that you are permitted to make pursuant to this Agreement must contain the same copyright and other proprietary notices that appear on or in the Software. You agree not to modify, adapt, or translate the Software. Trademarks shall be used in accordance with accepted trademark practice, including identification of trademark owners' names. Trademarks can only be used to identify printed output produced by the Software and such use does not give you any rights of ownership in that trademark. Except as stated above, this Agreement does not grant you any intellectual property right in the Software. This Agreement provides the terms and conditions under which you are licensed to use the Software. It is not an agreement for the sale of the Software to you.

TRANSFER: You may not rent, lease, sublicense, or lend the Software. You may, however, transfer all of your rights to use the Software to another person or legal entity provided (1) that you transfer this Agreement, the Software, including all copies, updates, and prior versions and all copies of font software converted to other formats, to such person or entity, (2) that you retain no copies, including copies stored on a computer and (3) that the receiving party accepts the terms and conditions of this Agreement.

TRADE SECRETS; TITLE: You acknowledge and agree that the structure, sequence and organization of the Software are the valuable trade secrets of EnteralCalc and its suppliers. You agree to hold such trade secrets in confidence. You further acknowledge and agree that ownership of, and title to, the Software and all subsequent copies thereof regardless of the form or media are held by EnteralCalc and its suppliers.

UNITED STATES GOVERNMENT LEGEND: The Software is commercial in nature and developed solely at private expense. The Software is delivered as "Commercial Computer Software" as defined in DFARS 252.227-7014 (June 1995) or as a commercial item as defined in FAR 2.101(a) and as such is provided with only such rights as are provided in this License Agreement, which is EnteralCalc's standard commercial license for the Software. Technical data is provided with limited rights only as provided in

DFAR 252.227-7015 (Nov. 1995) or FAR 52.227-14 (June 1987), whichever is applicable.

TERM AND TERMINATION: This License Agreement is effective until terminated. You may terminate it at any time by destroying the Software and documentation together with all copies and merged portions in any form. It will also terminate immediately if you fail to comply with any term or condition of this License Agreement. Upon such termination you agree to destroy the Software and documentation, together with all copies and merged portions in any form.

GOVERNING LAW: This Agreement will be governed by the laws in force in the State of Indiana excluding the application of its conflicts of law rules. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of the Agreement, which shall remain valid and enforceable according to its terms. This Agreement may only be modified by a writing signed by an authorized officer of EnteralCalc although EnteralCalc may vary the terms of this Agreement in connection with the licensing of any Updates to you.

NO WARRANTY: THE SOFTWARE AND ALL RELATED DOCUMENTATION ARE PROVIDED ON AN "AS IS" BASIS AND ALL RISK IS WITH YOU. ENTERALCALC AND ITS SUPPLIERS MAKE NO WARRANTIES, TERMS, OR CONDITIONS, EXPRESS, IMPLIED OR STATUTORY, AS TO ANY MATTER WHATSOEVER. IN PARTICULAR, ANY AND ALL WARRANTIES, TERMS OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THIRD PARTIES RIGHTS ARE EXPRESSLY EXCLUDED. FURTHER, ENTERALCALC AND ITS SUPPLIERS MAKE NO REPRESENTATIONS, WARRANTIES, TERMS OR CONDITIONS THAT THE SOFTWARE AND DOCUMENTATION PROVIDED ARE FREE OF ERRORS OR VIRUSES OR THAT THE SOFTWARE AND DOCUMENTATION ARE SUITABLE FOR YOUR INTENDED USE. IN ADDITION, YOU ACKNOWLEDGE THAT IF YOU ARE USING THE SOFTWARE WITH A LOCALIZED (I.E. NON-ENGLISH) VERSION OF THE PALM OS SOFTWARE FOR PALM PRODUCTS, THAT ENTERALCALC HAS NOT TESTED THE INTEROPERABILITY OF THE SOFTWARE WITH SUCH LOCALIZED VERSION. YOU ASSUME ALL RISK OF THE USE OF THE SOFTWARE WITH SUCH LOCALIZED VERSION.

LIMITATION OF LIABILITY. TO THE FULL EXTENT ALLOWED BY LAW ENTERALCALC ALSO EXCLUDES FOR ITSELF AND ITS SUPPLIERS ANY LIABILITY, WHETHER BASED IN CONTRACT OR TORT (INCLUDING NEGLIGENCE), FOR INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES OF ANY KIND, OR FOR LOSS OF REVENUE OR PROFITS, LOSS OF BUSINESS, LOSS OF INFORMATION OR DATA, OR OTHER FINANCIAL LOSS ARISING OUT OF OR IN CONNECTION WITH THE SALE, INSTALLATION, MAINTENANCE, USE, PERFORMANCE, FAILURE, OR INTERRUPTION OF THIS PRODUCT, EVEN IF ENTERALCALC OR ITS AUTHORIZED RESELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS DISCLAIMER OF LIABILITY FOR DAMAGES WILL NOT BE AFFECTED IF ANY REMEDY PROVIDED HEREIN SHALL FAIL OF ITS ESSENTIAL PURPOSE.

DISCLAIMER: Some countries, states, or provinces do not allow the exclusion or limitation of implied warranties or the limitation of incidental or consequential damages for certain products supplied to consumers or the limitation of liability for personal injury, so the above limitations and exclusions may be limited in their application to you. When the implied warranties are not allowed to be excluded in their entirety, they will be limited to the duration of the applicable written warranty. This warranty gives you specific legal rights which may vary depending on local law.

TRADEMARKS: You acknowledge that EnteralCalc its subsidiaries or partners are the sole owners of all trademark rights in the mark EnteralCalc. You agree to do nothing inconsistent with such ownership. You will not use "EnteralCalc" as part of you company, product, service or domain names. You acknowledge that this Agreement does not grant any rights to use any of the foregoing trademarks or any other trademark of EnteralCalc or any of its affiliates, even if such marks are included in any of the materials provided by EnteralCalc.

SEVERABILITY: In the event any provision of this License Agreement is found to be invalid, illegal or unenforceable, the validity, legality and enforceability of any of the remaining provisions shall not in any way be affected or impaired and a valid, legal and enforceable provision of similar intent and economic impact shall be substituted therefore. The headings used in this Agreement are for convenience only and shall not be considered part of the Agreement.

REGISTRATION: To continue to use the Software after the fifteen (15) use evaluation period has expired you must obtain a registration key from EnteralCalc. Registration of the Software is required after the evaluation period has expired. By registering with EnteralCalc you agree to continue to be bound by the provisions of this license agreement beyond the initial evaluation period.

ENTIRE AGREEMENT: This License Agreement sets forth the entire understanding and agreement between you and EnteralCalc and supersedes all prior agreements, whether written or oral, with respect to the Software and subject matter hereof, and may be amended only in a writing signed by both parties.

COMPLIANCE. If you are a business or organization, you agree that upon request of EnteralCalc or EnteralCalc's authorized representative, you will within thirty (30) days fully document and certify that your use of any and all EnteralCalc software at the time of the request is in conformity with your valid licenses from EnteralCalc.